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Keel Infrastructure (NASDAQ: KEEL) shifts audit work from PwC Canada to PwC US

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Keel Infrastructure Corp. has changed its external auditor following its move from Canada to the United States. The company’s audit committee approved PricewaterhouseCoopers LLP (United States) as the new independent registered public accounting firm for the fiscal year ending December 31, 2026, replacing PricewaterhouseCoopers LLP (Canada).

The change is described as a consequence of Keel’s redomiciliation and not the result of any audit concerns. PwC Canada’s reports on the company’s consolidated financial statements for the years ended December 31, 2025 and 2024 contained no adverse opinions, disclaimers, or qualifications, and the company reports no disagreements or reportable events with PwC Canada during those periods or the subsequent interim period through June 11, 2026.

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Item 4.01 Changes in Registrant's Certifying Accountant Governance
The company changed its independent auditing firm, which may involve disagreements on accounting matters.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
New audit year Fiscal year ending December 31, 2026 PwC US appointed as independent registered public accounting firm
Prior audited years Fiscal years ended December 31, 2025 and 2024 PwC Canada audit reports with no adverse opinions or qualifications
Interim review period end June 11, 2026 No disagreements or reportable events with PwC Canada through this date
Exhibit 16.1 date June 11, 2026 PwC Canada letter to SEC filed as Exhibit 16.1
independent registered public accounting firm financial
"approved PricewaterhouseCoopers LLP (United States) as the Company’s new independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
redomiciliation financial
"dismiss PwC Canada was recommended and approved ... due to the Company’s redomiciliation from Canada to the United States"
Redomiciliation is when a company legally changes its country of incorporation while keeping the same business and assets, like moving a house to a new neighborhood but keeping the same furniture. Investors care because the company then follows a different set of laws and tax rules, which can change shareholder rights, reporting standards, dividend treatment and the ease of trading the stock, potentially affecting risk and return.
disagreement regulatory
"no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions)"
reportable event regulatory
"no “reportable events” of the type described in Item 304(a)(1)(v) of Regulation S-K"
Regulation S-K regulatory
"as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions"
A set of U.S. Securities and Exchange Commission rules that tell public companies which narrative and qualitative details must be disclosed in filings, such as risk factors, management discussion, executive pay, legal proceedings and business description. Think of it as a standardized checklist or blueprint that ensures investors get the same types of background information from every company so they can compare risks, management quality and strategy before making investment decisions.
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Understanding 8-K Material Events →
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 11, 2026

 

Keel Infrastructure Corp.

(Exact name of registrant as specified in its charter)

 

Delaware   001-40370   41-4266374

(State or other jurisdiction

of incorporation)

   (Commission File Number)  

(I.R.S. Employer

Identification No.)

 

120 Broadway, Suite 1075, New York, New York   10004
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (929)-264-5151

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)     Name of each exchange on which registered
Common Stock, $0.001 par value   KEEL     Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

Item 4.01. Changes in Registrant’s Certifying Accountant.

 

Approval of the New Independent Registered Public Accounting Firm

 

On June 11, 2026, the Audit Committee of the Board of Directors (the “Audit Committee”) of Keel Infrastructure Corp. (the “Company”) approved PricewaterhouseCoopers LLP (United States) (“PwC USA”) as the Company’s new independent registered public accounting firm for the fiscal year ending December 31, 2026.

 

During the fiscal years ended December 31, 2025 and December 31, 2024, and the subsequent interim period through June 11, 2026 , neither the Company nor anyone acting on its behalf consulted with PwC USA regarding: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and no written report or oral advice was provided to the Company by PwC USA that PwC USA concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; or (ii) any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as described in Item 304(a)(1)(v) of Regulation S-K).

 

Dismissal of Independent Registered Public Accounting Firm

 

On June 11, 2026, in connection with the engagement of PwC USA, the Audit Committee approved the dismissal of PricewaterhouseCoopers LLP (Canada) (“PwC Canada”) as the Company’s independent registered public accounting firm. The decision to dismiss PwC Canada was recommended and approved by the Audit Committee due to the Company’s redomiciliation from Canada to the United States.

 

The audit reports of PwC Canada on the Company’s consolidated financial statements as of and for each of the fiscal years ended December 31, 2025 and 2024, did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

 

During the fiscal years ended December 31, 2025 and December 31, 2024, and the subsequent interim period through June 11, 2026, there were (i) no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and PwC Canada on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of PwC Canada, would have caused PwC Canada to make reference to the subject matter of the disagreement in connection with its report on the Company’s consolidated financial statements for such periods; and (ii) no “reportable events” of the type described in Item 304(a)(1)(v) of Regulation S-K.

 

The Company provided PwC Canada with a copy of the above disclosures contained in this Current Report on Form 8-K prior to the time this Current Report on Form 8-K was filed with the U.S. Securities and Exchange Commission (the “SEC”), and requested that PwC Canada furnish the Company with a letter addressed to the SEC stating whether or not it agrees with the statements made by the Company herein, and, if not, stating the respects in which it does not agree. A copy of PwC Canada’s letter, dated June 11, 2026, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit No.   Description
16.1   Letter from PricewaterhouseCoopers LLP (Canada) to the SEC, dated June 16, 2026.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

1

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  Keel Infrastructure Corp.
  (Registrant)
     
Date: June 16, 2026 By:  /s/ Jonathan Mir
    Jonathan Mir
    Chief Financial Officer

 

2

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What auditor change did Keel Infrastructure Corp. (KEEL) announce?

Keel Infrastructure Corp. appointed PricewaterhouseCoopers LLP (United States) as its new independent registered public accounting firm for the fiscal year ending December 31, 2026, replacing PricewaterhouseCoopers LLP (Canada) following the company’s redomiciliation from Canada to the United States.

Why did Keel Infrastructure Corp. (KEEL) replace PwC Canada as its auditor?

The audit committee replaced PwC Canada due to Keel Infrastructure Corp.’s redomiciliation from Canada to the United States. The filing characterizes the auditor change as linked to this jurisdictional move rather than any issue with prior audits or financial reporting.

Were there any disagreements between Keel Infrastructure Corp. (KEEL) and PwC Canada?

Keel Infrastructure Corp. states there were no disagreements with PwC Canada on accounting principles, financial statement disclosure, or audit procedures, and no reportable events, during the fiscal years ended December 31, 2025 and 2024 and the subsequent interim period through June 11, 2026.

How were PwC Canada’s prior audit opinions on Keel Infrastructure Corp. described?

PwC Canada’s audit reports on Keel Infrastructure Corp.’s consolidated financial statements for the years ended December 31, 2025 and 2024 did not include adverse opinions, disclaimers, or qualifications regarding uncertainty, audit scope, or accounting principles, according to the company’s disclosure.

Did Keel Infrastructure Corp. (KEEL) consult PwC USA before this auditor appointment?

The company reports that during the fiscal years ended December 31, 2025 and 2024 and the interim period through June 11, 2026, it did not consult PwC USA on accounting principles, audit opinions, or any disagreements or reportable events related to its consolidated financial statements.

What did Keel Infrastructure Corp. request from PwC Canada after the auditor change?

Keel Infrastructure Corp. provided PwC Canada its disclosure about the auditor change and asked for a letter to the SEC stating whether PwC Canada agreed with the company’s statements. This letter, dated June 11, 2026, is filed as Exhibit 16.1 to the report.

Filing Exhibits & Attachments

4 documents

Other Documents